Agreement of Absolute Transfer and Assignment of Accounts Receivable

Company Letterhead

{{company_name}}

{{company_address}}

{{phone}}

{{email}}

{{website}}

AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT OF ACCOUNTS RECEIVABLE

This AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT OF ACCOUNTS RECEIVABLE ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{assignor_company_name}}, a company duly incorporated and existing under the laws of {{assignor_jurisdiction}}, with its principal place of business at {{assignor_address}} (hereinafter referred to as the 'Assignor');

AND

{{assignee_company_name}}, a company duly incorporated and existing under the laws of {{assignee_jurisdiction}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as the 'Assignee').

The Assignor and the Assignee are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.

RECITALS

WHEREAS, the Assignor is engaged in the business of {{assignor_business_description}} and in the ordinary course of its business, has generated certain accounts receivable;

WHEREAS, the Assignor desires to absolutely transfer and assign to the Assignee, and the Assignee desires to acquire from the Assignor, certain accounts receivable as more particularly described herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. ASSIGNMENT OF ACCOUNTS RECEIVABLE

1.1. The Assignor hereby absolutely and irrevocably sells, transfers, assigns, and sets over to the Assignee, without recourse, all its right, title, and interest in and to the accounts receivable listed in Schedule A attached hereto and incorporated by reference ('Assigned Receivables').

1.2. The Assigned Receivables include, but are not limited to, all invoices, contracts, agreements, instruments, and other documents evidencing the right to payment for goods sold or services rendered by the Assignor to its customers ('Debtors') prior to the Effective Date.

1.3. This assignment includes all proceeds, collections, security interests, and guarantees related to the Assigned Receivables.

2. PURCHASE PRICE AND PAYMENT

2.1. In consideration for the absolute transfer and assignment of the Assigned Receivables, the Assignee shall pay the Assignor the purchase price of {{purchase_price_amount}} {{currency}} ({{purchase_price_words}}), subject to adjustments as stipulated herein.

2.2. The purchase price shall be paid by the Assignee to the Assignor on or before {{payment_due_date}} by way of {{payment_method}} to the Assignor's bank account: {{assignor_bank_name}}, Account Number: {{assignor_account_number}}, Branch: {{assignor_bank_branch}}.

3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

3.1. The Assignor represents and warrants to the Assignee that:

(a) The Assignor has good and marketable title to the Assigned Receivables, free and clear of all liens, encumbrances, and adverse claims;

(b) The Assigned Receivables are genuine, legally enforceable obligations of the respective Debtors, and are not subject to any dispute, set-off, or counterclaim;

(c) The amounts indicated in Schedule A as owing are true and correct, and no part of these amounts has been paid, compromised, or discharged;

(d) The Assignor has full power and authority to enter into this Agreement and to carry out the transactions contemplated herein;

(e) No consent or approval of any third party or governmental authority is required for the execution, delivery, and performance by the Assignor of this Agreement, or if required, such consent or approval has been obtained.

4. COVENANTS OF THE ASSIGNOR

4.1. The Assignor covenants and agrees that it shall:

(a) Immediately inform the Assignee of any notice received from any Debtor related to the Assigned Receivables;

(b) Furnish the Assignee with all information and documents that the Assignee may reasonably request from time to time concerning the Assigned Receivables;

(c) Not, directly or indirectly, collect or attempt to collect any of the Assigned Receivables, or modify, compromise, or release any of the Assigned Receivables without the prior written consent of the Assignee.

(d) Execute and deliver such further instruments and do such further acts as may be necessary or desirable to carry out the purposes of this Agreement fully and effectively.

5. NOTIFICATION TO DEBTORS

5.1. The Assignor shall notify the Debtors of the assignment of the receivables to the Assignee in a form and manner acceptable to the Assignee, within {{number_of_days}} days of the Effective Date of this Agreement. A sample notification letter is attached as Schedule B.

5.2. All payments in respect of the Assigned Receivables shall, from the date of such notification, be made directly to the Assignee.

6. INDEMNIFICATION

6.1. The Assignor hereby agrees to indemnify and hold harmless the Assignee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of a representation, warranty, or covenant made by the Assignor in this Agreement.

7. GOVERNING LAW AND JURISDICTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

7.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the courts of {{governing_jurisdiction}}.

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

9. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

____________________________________

Assignor ({{assignor_company_name}})

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

____________________________________

Assignee ({{assignee_company_name}})

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

WITNESSES:

1. ____________________________________

Name: {{witness_1_name}}

Address: {{witness_1_address}}

2. ____________________________________

Name: {{witness_2_name}}

Address: {{witness_2_address}}